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United States securities and exchange commission logo
September 29, 2022
Jeffrey R. Vetter
Partner
Gunderson Dettmer Stough Villeneuve Frnaklin & Hachigian, LLP
590 Alberton Street
Redwood City, CA 94063
Re: Theravance
Biopharma, Inc.
Schedule TO-I filed
September 28, 2022
Schedule TO-C filed
September 19, 2022
SEC File No.
5-88552
Dear Mr. Vetter:
We have conducted a limited review of the filings listed above.
The scope of our review
was limited to the issues raised in the comments below. In some of our
comments, we may ask
you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in your filings.
Schedule TO-I filed September 28, 2022
Summary Term Sheet - Other Repurchases, page 6
1. We note the disclosure
here that the Company entered into a share repurchase agreement
with GSK Finance on
September 16, 2022. 9,644,807 shares were repurchased from GSK
Finance on September
20, 2022, after the announcement of this tender offer on September
19, 2022. Rule 14e-5
prohibits purchases of subject securities outside of a tender offer
from the date of
announcement of the offer. Please explain how the share repurchase
from GSK Finance was
appropriate under Rule 14e-5.
2. We further note the
disclosure here that the Company's Board of Directors has authorized
the Company to
repurchase before the end of 2023 up to $60 million in shares via an open
market purchase plan.
Such plan, together with the shares repurchased from GSK Finance
and cancelled by the
Company, will encompass 20.5% of the outstanding ordinary shares.
In addition, if fully
subscribed and if shares are purchased at the low end of the range in
Jeffrey R. Vetter
Gunderson Dettmer Stough Villeneuve Frnaklin & Hachigian, LLP
September 29, 2022
Page 2
this modified Dutch auction, the Company will repurchase an additional
14.5% of shares
through the offer. Given that up to 35% of the ordinary shares may be
repurchased in the
next year, provide an analysis as to why the offer should not be
deemed the first step in a
going private transaction. See Rule 13e-3.
3. See our comments above. Given that this is a partial offer that, in
combination with other
contemporaneously-announced buybacks, will result in a significant
reduction in the
ordinary shares outstanding, explain why you have not included the
financial statements
required by Item 1010(a) and (b) of Regulation M-A and Item 10 of
Schedule TO.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
FirstName LastNameJeffrey R. Vetter Sincerely,
Comapany NameGunderson Dettmer Stough Villeneuve Frnaklin & Hachigian, LLP
Division of Corporation
Finance
September 29, 2022 Page 2 Office of Mergers &
Acquisitions
FirstName LastName